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Item 1. Financial Statements

2026-04-22 compared with 2025-10-22 · 127 added, 295 removed, 539 unchanged (44% of the section changed)

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions, except per common share data) 2026 2025

Live and Historical Racing $ 300.0 a $ 247.5 $ 1,082.4 $ 957.3

Live and Historical Racing $ 297 $ 273

Wagering Services and Solutions 109 107

8 unchanged sentences

Selling, general and administrative expense 59 55

Asset impairments, net 45.1 3.9 47.5 3.9

Transaction expense, net 1 —

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Net income 83 77

Net income attributable to noncontrolling interests 1.1 0.8 2.3 1.7

Net income attributable to Churchill Downs Incorporated $ 38.1 $ 65.4 $ 331.7 $ 355.1

Net income attributable to noncontrolling interest — —

Net income and comprehensive income attributable to

Churchill Downs Incorporated $ 83 $ 77

Net income attributable to Churchill Downs Incorporated per common share data:

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Weighted average shares outstanding:

Basic 70.3 73.9 71.9 74.0

Diluted 70 74

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Current assets:

Cash and cash equivalents

$ 180.5 $ 175.5

Restricted cash

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Property and equipment, net

2,925.5 2,874.9

Investment in and advances to unconsolidated affiliates

Other intangible assets, net

2,517.8 2,409.0

Total assets $ 7,485 $ 7,485

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Accounts payable

$ 194.0 $ 180.3

Accrued expenses and other current liabilities 397 400

Income taxes payable 28.0 —

Current deferred revenue

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Long-term debt, net of current maturities and loan origination fees

1,963.2 1,767.9

Notes payable, net of debt issuance costs

3,079.9 3,076.2

Non-current deferred revenue 15 15

8 unchanged sentences

Retained earnings

1,035.9 1,084.6

Accumulated other comprehensive loss

( 1.0 ) ( 1.0 )

Total Churchill Downs Incorporated shareholders' equity 1,096 1,010

1 unchanged sentence

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

CHURCHILL DOWNS INCORPORATED

5 unchanged sentences

Net income attributable to Churchill Downs Incorporated 83 83

Issuance of common stock 0.1 —

Repurchase of common stock ( 0.8 ) ( 1.0 ) ( 88.4 ) ( 89.4 )

Taxes paid related to net share settlement of stock awards ( 3 ) ( 3 )

Stock-based compensation 4 4

Other ( 0.2 ) ( 0.2 )

Balance, March 31, 2026 70 $ 3 $ 1,094 $ ( 1 ) $ 1,096

Net income attributable to Churchill Downs Incorporated 216.9 216.9

Repurchase of common stock ( 2.6 ) ( 5.3 ) ( 245.1 ) ( 250.4 )

Taxes paid related to net share settlement of stock awards ( 0.1 ) ( 0.1 )

Stock-based compensation 5.4 5.4

Other ( 1.9 ) ( 1.9 )

Balance, June 30, 2025 70.2 — 1,042.6 ( 1.0 ) 1,041.6

Net income attributable to Churchill Downs Incorporated 38.1 38.1

Issuance of common stock 0.1 5.0 5.0

Repurchase of common stock ( 0.5 ) ( 12.6 ) ( 40.9 ) ( 53.5 )

Taxes paid related to net share settlement of stock awards ( 0.1 ) ( 0.1 )

Stock-based compensation 7.7 7.7

Other ( 3.9 ) ( 3.9 )

Balance, September 30, 2025 69.8 $ — $ 1,035.9 $ ( 1.0 ) $ 1,034.9

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Common Stock Retained

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Net income attributable to Churchill Downs Incorporated 77 77

Issuance of common stock 0.3 —

Repurchase of common stock ( 1 ) ( 1 ) ( 89 ) ( 90 )

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Stock-based compensation 5 5

Other ( 1.0 ) ( 1.0 )

Balance, March 31, 2025 73 $ — $ 1,073 $ ( 1 ) $ 1,072

Net income attributable to Churchill Downs Incorporated 209.3 209.3

Repurchase of common stock ( 0.1 ) ( 8.9 ) ( 4.1 ) ( 13.0 )

Taxes paid related to net share settlement of stock awards ( 0.2 ) ( 0.2 )

Stock-based compensation 8.9 8.9

Other ( 0.9 ) ( 0.1 ) ( 1.0 )

Balance, June 30, 2024 73.4 — 1,031.9 ( 1.0 ) 1,030.9

Net income attributable to Churchill Downs Incorporated 65.4 65.4

Issuance of common stock 0.2 4.2 4.2

Repurchase of common stock ( 0.1 ) ( 9.0 ) ( 9.0 )

Taxes paid related to net share settlement of stock awards ( 0.1 ) ( 0.1 )

Stock-based compensation 7.1 7.1

Other ( 0.5 ) ( 1.0 ) ( 1.5 )

Balance, September 30, 2024 73.5 $ 1.7 $ 1,096.3 $ ( 1.0 ) $ 1,097.0

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

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Deferred income taxes 19 —

Asset impairments 87.5 3.9

Gain on settlement of liability ( 40.0 ) —

Amortization of operating lease assets 2 2

Other 8.0 9.1

Changes in operating assets and liabilities:

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Capital project expenditures ( 40 ) ( 67 )

Acquisition of gaming rights, net of cash acquired ( 185.3 ) —

Other ( 2 ) —

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Taxes paid related to net share settlement of stock awards ( 3 ) ( 4 )

Debt issuance costs ( 0.3 ) ( 2.5 )

Change in bank overdraft 6 5

Other 1.4 ( 1.6 )

Net cash used in financing activities ( 232 ) ( 148 )

Cash flows from discontinued operations:

Operating activities of discontinued operations — 1.0

Net increase in cash, cash equivalents and restricted cash 2 19

2 unchanged sentences

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

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Property and equipment additions included in accounts payable and accrued expenses $ 17 $ 48

Fair value of noncontrolling interest recognized in connection with asset acquisition 20.4 —

Right-of-use assets obtained in exchange for lease obligations in operating leases — 6

Right-of-use assets obtained in exchange for lease obligations in finance leases — 3.6

Repurchase of common stock included in accrued expense and other current liabilities — 6

Deferred payments for acquisition of business included in other liabilities — 1.2

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

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In August 2025, the Company completed the acquisition of 90 % of the outstanding equity interests of PPE Casino Resorts NH Holdings, LLC in Salem, New Hampshire ("Casino Salem").

The Company will assume responsibility for the development of a charitable gaming, entertainment and dining destination at this location.

The Company has assumed responsibility for the development of a charitable gaming, entertainment and dining destination at this location.

Refer to Note 3, Acquisitions, and Note 11, Redeemable Noncontrolling Interest, for further information on the transaction.

In April 2024, the Company closed on the sale of 49 % of the United Tote Company ("United Tote"), a wholly-owned subsidiary of CDI, to NYRA Content Management Solutions, LLC ("NYRA"), a subsidiary of the New York Racing Association, Inc.

Refer to Note 11, Redeemable Noncontrolling Interest, for further information on the transaction.

We conduct our business through three reportable segments:

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The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

Early adoption is permitted.

The additional disclosure requirements from this ASU will be incorporated into the Company's 2025 Annual Report on Form 10-K.

The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures.

In November 2024, FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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Early adoption is permitted.

The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

The Company is currently assessing the impact of this standard on the consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses:

Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326).

The update permits entities to elect a practical expedient for estimating expected credit losses on current trade receivables and current contract assets by assuming that conditions existing at the balance sheet date will remain unchanged over the life of those assets.

The updated standard is effective for fiscal years beginning after December 15, 2025, and interim periods beginning after December 15, 2026, with early adoption permitted.

The Company is currently assessing the impact of this standard on the consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software.

The update removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use.

This standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

On August 27, 2025, the Company completed its acquisition of 90 % of Casino Salem (the "Salem Transaction"), which was treated as an asset acquisition because substantially all the value of the gross assets acquired was concentrated in the gaming rights.

periods within those annual reporting periods.

The Company is currently assessing the impact of this standard on the consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which clarifies certain interim reporting guidance.

The update is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

The Company is currently assessing the impact of this standard on the consolidated financial statements and related disclosures.

On August 27, 2025, the Company completed its acquisition of 90 % of the outstanding equity interests of Casino Salem (the "Salem Transaction") for a base purchase price of $ 180 million, and the transaction was treated as an asset acquisition because substantially all the value of the gross assets acquired was concentrated in the gaming rights.

In conjunction with the acquisition, the Company recorded a $ 197 million indefinite-lived gaming rights intangible, which represented the fair value of the gaming rights at the date of acquisition.

The fair value of the gaming rights acquired in the transaction was determined using the Greenfield Method, which is an income approach methodology that calculates the present value of the gaming rights intangible asset based on a projected cash flow stream.

This method assumes that the gaming rights intangible asset provides the opportunity to develop a gaming facility in a specified region, and that the present value of the projected cashflows is a result of the realization of advantages contained in these rights.

This method assumes that the gaming rights intangible asset provides the opportunity to develop a gaming facility in a specified region, and that the present value of the projected cash flows is a result of the realization of advantages contained in these rights.

Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and/or the creation of all tangible and intangible assets.

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The gaming rights intangible asset was assigned an indefinite useful life based on the Company's expected use of the asset and determination that no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of the gaming rights.

The Company has not included other disclosures regarding the Salem Transaction because the acquisition is immaterial to our business.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $ 900.2 million as of September 30, 2025 and December 31, 2024.

We performed our annual goodwill impairment analysis as of April 1, 2025, and no adjustment to the carrying value of goodwill was required.

We assessed goodwill for impairment by performing qualitative or quantitative analyses for each reporting unit.

We concluded that the fair values of our reporting units exceeded their carrying values, and therefore no impairments were identified.

Goodwill was $ 900 million as of March 31, 2026 and December 31, 2025.

Other intangible assets are comprised of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

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Total $ 2,516 $ 2,515

The Company is continuing to monitor the current economic conditions and the impacts on the results of operations of Presque Isle Downs and Casino due to historical impairments recorded in prior periods related to the gaming rights and trademark.

The Company is continuing to monitor the current economic conditions and the impacts on the results of operations of Presque Isle Downs and Casino ("Presque Isle") due to historical impairments recorded in prior periods related to the gaming rights and trademark.

Future economic conditions could have a negative impact on the estimates and assumptions utilized in our asset impairment assessments.

These potential impacts could increase the risk of a future impairment of assets at Presque Isle.

We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2025.

We assessed our indefinite-lived intangible assets for impairment by performing qualitative or quantitative analyses for each asset.

Based on the results of these analyses, no indefinite-lived intangible asset impairments were identified in connection with our annual impairment testing.

Chasers Poker Room Impairment

During the third quarter of 2025, the Company concluded that the completion of the Salem Transaction qualifies as a trigger event for impairment testing related to the Chasers Poker Room ("Chasers") indefinite-lived gaming rights intangible.

At the time the Company acquired Chasers, the valuation of the gaming rights contemplated a future expansion of the existing operations in Salem, New Hampshire.

Given the completion of the Salem Transaction, the Company now intends to build Casino Salem and currently does not plan to expand Chasers.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

The Company’s effective income tax rate of 26.7 % for the three months ended March 31, 2026 was higher than the U.S.

federal statutory rate of 21.0 % primarily resulting from the impact of state income taxes and non-deductible expenses.

The Company’s effective income tax rate of 19.4 % for the three months ended March 31, 2025 was lower than the U.S.

federal statutory rate of 21.0 % primarily resulting from a $ 6 million benefit from the remeasurement of deferred income tax liabilities, as a result of certain entity classification elections that were made in the first quarter of 2025 that decreased income attributable to states with higher tax rates compared to prior year, partially offset by the impact of state income taxes and non-deductible expenses.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Because the Company does not currently intend to expand Chasers, the Company settled an outstanding liability owed to the former owners of Chasers, related to the Chasers' gaming rights, in the amount of $ 10.0 million.

The settlement of the noncurrent liability resulted in a gain of $ 40.0 million in the third quarter of 2025.

Given the completion of the Salem Transaction and the settlement of the liability related to the Chasers' gaming rights, the Company evaluated and subsequently updated the projected cash flows and discount rate related to the Chasers' gaming rights.

The fair value of the Chasers' gaming rights intangible was determined using the Greenfield Method, an income approach methodology that calculates the present value based on a projected cash flow stream.

This method assumes that the gaming rights intangible assets provide the opportunity to develop a casino or historical racing facility in a specified region, and that the present value of the projected cash flows are a result of the realization of advantages contained in these rights.

Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and/or the creation of all tangible and intangible assets.

The estimated future revenue and operating expenses, start-up costs, and discount rates were the primary assumptions and estimates in the valuation of the gaming rights intangible.

As a result of this assessment, the Company recognized a non-cash impairment charge of $ 85.1 million in the third quarter of 2025 for the entire value of the Chasers' gaming rights, which are included in the Live and Historical Racing segment.

The $ 40.0 million gain on settlement of the noncurrent liability and the $ 85.1 million impairment charge of the gaming rights intangible are included in Asset impairments, net in the Condensed Consolidated Statements of Comprehensive Income.

The Company’s effective income tax rate was 35.9 % for the three months ended September 30, 2025, and was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes, increased future tax expenses from the remeasurement of deferred income tax liabilities related to New Hampshire and the acquisition of Casino Salem, and non-deductible officer’s compensation, partially offset by the excess tax benefit from restricted stock compensation distributed in the third quarter of 2025.

The Company’s effective income tax rate of 25.6 % for the nine months ended September 30, 2025, and was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer’s compensation.

On July 4, 2025, the United States enacted H.R.

1, a new federal tax and spending bill.

Many of the tax provisions included in the bill are retroactive and will have a significant favorable impact on the Company’s current tax expense, primarily due to the permanent reinstatements of 100% bonus depreciation rules and a 30% of EBITDA-based interest expense deduction limitation.

As a result of this change, the Company will begin utilizing the $ 91.2 million deferred tax asset related to interest expense previously subject to limitation.

The expected reduction in cash paid taxes as a result of these new tax provisions will increase cash flow from operating activities.

The Company’s effective income tax rate was 23.1 % for the three months ended September 30, 2024, and was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes, non-deductible officer’s compensation and other non-deductible expense, partially offset by the excess tax benefit from the payment of restricted stock compensation and the tax benefit from the expiration of the statute of limitations for certain unrecognized tax benefits.

The Company’s effective income tax rate was 26.0 % for the nine months ended September 30, 2024, and was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer’s compensation.

SHAREHOLDERS' EQUITY

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The repurchase program has no time limit and may be suspended or discontinued at any time.

We had approximately $ 461.5 million of repurchase authority remaining under the July 2025 Stock Repurchase Program at September 30, 2025, based on trade date.

We had approximately $ 430 million of repurchase authority remaining under the July 2025 Stock Repurchase Program at March 31, 2026, based on trade date.

On March 12, 2025, the Board of Directors of the Company approved a new common stock repurchase program of up to $ 500 million (the "March 2025 Stock Repurchase Program").

The March 2025 Stock Repurchase Program included and was not in addition to the $ 125.6 million remaining under the 2021 Stock Repurchase Program.

The March 2025 Stock Repurchase Program included and was not in addition to any unspent amount remaining under the prior authorizations from the 2021 Stock Repurchase Program.

As described above, the March 2025 Stock Repurchase Program has since been replaced by the July 2025 Stock Repurchase Program.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

During the three and nine months ended September 30, 2025 and 2024, we repurchased the following shares under our stock repurchase programs:

Three Months Ended September 30, Nine Months Ended September 30,

During the three months ended March 31, 2026 and 2025, we repurchased the following shares under our stock repurchase programs:

Three Months Ended March 31,

(in millions, except share data) 2026 2025

Repurchase Program Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price

Repurchase Program Shares Aggregate Purchase Price Shares Aggregate Purchase Price

July 2025 Stock Repurchase Program — $ — — $ —

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Total — $ — 798,250 $ 89

The Duchossois Group Share Repurchase

On January 2, 2024, the Company closed on an agreement, dated December 18, 2023, with an affiliate of The Duchossois Group ("TDG") to repurchase 1,000,000 shares of the Company’s common stock, for $ 123.75 per share in a privately negotiated transaction for an aggregate purchase price of $ 123.8 million.

This represented a discount of 4.03 % to the closing price on December 15, 2023, of $ 128.95 .

The repurchase of shares of common stock from TDG was approved by the Company's Board of Directors separately from and did not reduce the authorized amount remaining under any existing common stock repurchase programs.

The repurchase of the shares was funded using available cash and borrowings under the Company’s senior secured credit facility.

As of September 30, 2025 and December 31, 2024, we had $ 0.5 million and $ 3.0 million, respectively, accrued for the future cash settlement of executed repurchases of our common stock.

STOCK-BASED COMPENSATION PLANS

On February 18, 2025, our Board of Directors approved the replacement of the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan") with a new plan, the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the "2025 Plan").

The 2025 Plan was approved by shareholders at the Company's 2025 Annual Meeting of Shareholders held on April 22, 2025, and no further awards will be granted under the 2016 Plan.

The 2025 Plan was approved by shareholders at the Company's 2025 Annual Meeting of Shareholders held on April 22, 2025.

We have stock-based employee compensation plans with awards outstanding under the 2016 Plan, the 2025 Plan and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan.

Our total stock-based compensation expense, which includes expenses related to restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $ 7.4 million and $ 18.2 million for the three months and nine months ended September 30, 2025 and $ 7.1 million and $ 23.2 million for the three months and nine months ended September 30, 2024, respectively.

At September 30, 2025 and December 31, 2024, the Company had $ 9.0 million and $ 25.0 million, respectively, recorded as liability-classified awards, which are included in accrued expense and other liabilities in the accompanying Condensed Consolidated Balance Sheets.

During the nine months ended September 30, 2025, the Company awarded RSUs to employees, as well as RSUs and PSUs to certain named executive officers ("NEOs"), and RSAs and RSUs to directors.

No further awards will be granted under the 2016 Plan.

Our total stock-based compensation expense, which includes expenses related to restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $ 5 million for the three months ended March 31, 2026 and $ 4 million for the three months ended March 31, 2025.

At March 31, 2026 and December 31, 2025, the Company had $ 11 million and $ 21 million, respectively, recorded as liability-classified awards, which are included in accrued expense and other liabilities in the accompanying Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026, the Company awarded RSUs to employees, as well as RSUs and PSUs to certain named executive officers ("NEOs").

The vesting criteria for the PSU awards granted in 2026 were based on a three-year service period with two performance conditions and a market condition related to relative total shareholder return ("TSR") consistent with prior year grants.

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The PSUs can be converted into shares of our common stock at the time the PSU award value is finalized.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

A summary of the RSAs, RSUs and PSUs granted during 2025 is presented below (units in thousands):

A summary of the RSUs and PSUs granted during 2026 is presented below (units in thousands):

Grant Year Award Type Number of Units Awarded (1)

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2026 PSU 122 Three -year performance and service period ending in 2028

2025 RSU 12 One -year service period ending in 2025

2025 RSA 2 One -year service period ending in 2025

(1) PSUs reflect the target number of units for the original PSU grant.

The following table presents our total debt outstanding:

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Term Loan B-1 due 2028 $ 285 $ 286

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Credit Agreement

At September 30, 2025, the Company’s senior secured credit facility (as amended from time to time, the "Credit Agreement") consisted of a $ 1.2 billion revolving credit facility (the "Revolver"), $ 286.5 million senior secured term loan B-1 (the "Term Loan B-1"), $ 1.1 billion senior secured term loan A (the "Term Loan A"), and $ 100.0 million swing line commitment.

At March 31, 2026, the Company’s senior secured credit facility (as amended from time to time, the "Credit Agreement") consisted of a $ 1.2 billion revolving credit facility (the "Revolver"), $ 285 million senior secured term loan B-1 (the "Term Loan B-1"), $ 1.1 billion senior secured term loan A (the "Term Loan A"), and $ 100 million swing line commitment.

On July 3, 2024, the Company closed an amendment of the Credit Agreement to (i) extend the maturity date of the Revolver and Term Loan A from 2027 to 2029 subject to an earlier "springing maturity" if certain indebtedness in respect of outstanding notes or other material indebtedness having a maturity date prior to July 3, 2029, is not refinanced or extended to a date after July 3, 2029, at least 91 days prior to such other debt’s stated maturity date, and (ii) amend certain other provisions of the Credit Agreement.

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The Revolver and Term Loan A bear interest at SOFR plus 10 basis points, plus a variable applicable margin which is determined by the Company's net leverage ratio.

As of September 30, 2025, that applicable margin was 150 basis points which was based on the pricing grid in the Credit Agreement.

The Company had $ 572.8 million available borrowing capacity, after consideration of $ 8.2 million in outstanding letters of credit, under the Revolver as of September 30, 2025.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

As of March 31, 2026, that applicable margin was 150 basis points, which was based on the pricing grid in the Credit Agreement.

The Company had $ 722 million available borrowing capacity under the Revolver, after consideration of $ 8 million in outstanding letters of credit, as of March 31, 2026.

The Company is required to pay a commitment fee on the unused portion of the Revolver, as determined by a pricing grid based on the consolidated total net secured leverage ratio of the Company.

For the period ended March 31, 2026, the Company's commitment fee rate was 0.25 %.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

The Company is required to pay a commitment fee on the unused portion of the Revolver as determined by a pricing grid based on the consolidated total net secured leverage ratio of the Company.

For the period ended September 30, 2025, the Company's commitment fee rate was 0.25 %.

2027 Senior Notes

As of September 30, 2025, we had $ 600.0 million in aggregate principal amount of 5.500 % senior unsecured notes that mature on April 1, 2027 (the "2027 Senior Notes").

As of March 31, 2026, we had $ 600 million in aggregate principal amount of 5.500 % senior unsecured notes that mature on April 1, 2027 (the "2027 Senior Notes").

The 2027 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2019.

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2028 Senior Notes

As of September 30, 2025, we had a total of $ 700.0 million in aggregate principal amount of 4.750 % senior unsecured notes (the "2028 Senior Notes") maturing on January 15, 2028.

As of March 31, 2026, we had a total of $ 700 million in aggregate principal amount of 4.750 % senior unsecured notes (the "2028 Senior Notes") maturing on January 15, 2028.

The 2028 Senior Notes consist of $ 500 million notes issued at par and $ 200 million notes issued at 103.25 %.

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2030 Senior Notes

As of September 30, 2025, we had $ 1.2 billion in aggregate principal amount of 5.750 % senior unsecured notes that mature on April 13, 2030 (the "2030 Senior Notes").

As of March 31, 2026, we had $ 1.2 billion in aggregate principal amount of 5.750 % senior unsecured notes that mature on April 1, 2030 (the "2030 Senior Notes").

The 2030 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2022.

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2031 Senior Notes

As of September 30, 2025, we had $ 600.0 million in aggregate principal amount of 6.750 % senior unsecured notes that mature on April 25, 2031 (the "2031 Senior Notes").

As of March 31, 2026, we had $ 600 million in aggregate principal amount of 6.750 % senior unsecured notes that mature on May 1, 2031 (the "2031 Senior Notes").

The 2031 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on May 1st and November 1st of each year, commencing on November 1st, 2023.

The Company may redeem some or all of the 2031 Senior Notes at redemption prices set forth in the 2031 Indenture.

The Company is exploring options to fund upcoming senior note maturities through a combination of cash on hand, cash generated from operations, available capacity under its revolving credit facility, and raising funds via debt markets.

Our ability to raise debt and the terms under which we would fund the obligations are subject to our ability to access the debt markets and other economic conditions.

REVENUE FROM CONTRACTS WITH CUSTOMERS

Performance Obligations

As of September 30, 2025, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an aggregate transaction price of $ 247.1 million.

As of March 31, 2026, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an aggregate transaction price of $ 270 million.

The revenue we expect to recognize on these remaining performance obligations is $ 80 million for the remainder of 2026, $ 62 million in 2027, $ 38 million in 2028, and the remainder thereafter.

As of September 30, 2025, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material.

As of March 31, 2026, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material.

Contract Assets and Contract Liabilities

As of September 30, 2025 and December 31, 2024, contract assets were not material.

As of September 30, 2025 and December 31, 2024, contract liabilities were $ 55.7 million and $ 81.5 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying Condensed Consolidated Balance Sheets.

Contract liabilities primarily relate to the Live and Historical Racing segment and the decrease was primarily due to the recognition of previously deferred revenue related to the 151st Kentucky Derby.

We recognized $ 2.2 million and $ 56.1 million of revenue during the three months and nine months ended September 30, 2025, respectively, which was included in the contract liabilities balance at December 31, 2024.

We recognized $ 1.1 million and $ 74.1 million of revenue during the three months and nine months ended September 30, 2024, respectively, which was included in the contract liabilities balance at December 31, 2023.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

As of March 31, 2026 and December 31, 2025, contract assets were not material.

As of March 31, 2026 and December 31, 2025, contract liabilities were $ 185 million and $ 80 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying Condensed Consolidated Balance Sheets.

Contract liabilities primarily relate to the Live and Historical Racing segment and the increase was primarily due to deferred revenue related to the 152nd Kentucky Derby.

We recognized $ 6 million of revenue during the three months ended March 31, 2026, which was included in the contract liabilities balance at December 31, 2025.

We recognized $ 6 million of revenue during the three months ended March 31, 2025, which was included in the contract liabilities balance at December 31, 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

8 unchanged sentences

Within the Gaming segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, gaming, and other services.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

2 unchanged sentences

The tables below present net revenue from external customers and intercompany revenue from each of our segments:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

10 unchanged sentences

Wagering Services and Solutions:

$ 118.0 $ 111.3 $ 383.3 $ 369.6

Florida $ 24 $ 25

Iowa 23.7 22.9 70.9 69.8

Indiana 33 32

Louisiana 36 45

Maine 28.9 27.7 80.9 81.3

Maryland 21 21

8 unchanged sentences

Wagering Services and Solutions 9 9

Gaming 0.5 0.6 4.8 4.8

All Other 2 2

1 unchanged sentence

Intercompany net revenue $ — $ —

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2025

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total

Net revenue from external customers

Live and simulcast racing $ 16.4 $ 86.7 $ 5.0 $ 108.1 $ — $ 108.1

Historical racing (a)

252.6 — — 252.6 — 252.6

Racing event-related services 4.1 — 0.1 4.2 — 4.2

3.4 4.7 230.3 238.4 — 238.4

23.5 26.6 29.6 79.7 — 79.7

Total $ 300.0 $ 118.0 $ 265.0 $ 683.0 $ — $ 683.0

Three Months Ended September 30, 2024

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total

Net revenue from external customers

Live and simulcast racing $ 15.2 $ 82.7 $ 5.0 $ 102.9 $ — $ 102.9

Historical racing (a)

205.9 — 9.3 215.2 — 215.2

Racing event-related services 5.0 — 1.4 6.4 — 6.4

3.1 4.4 224.3 231.8 — 231.8

18.3 24.2 29.7 72.2 — 72.2

Total $ 247.5 $ 111.3 $ 269.7 $ 628.5 $ — $ 628.5

(a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties.

These amounts were $ 15.2 million for the three months ended September 30, 2025 and $ 14.2 million for the three months ended September 30, 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total

7 unchanged sentences

Total $ 297 $ 109 $ 257 $ 663 $ — $ 663

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total

8 unchanged sentences

These amounts were $ 45.2 million for the nine months ended September 30, 2025 and $ 41.7 million for the nine months ended September 30, 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

These amounts were $ 16 million for the three months ended March 31, 2026 and $ 14 million for the three months ended March 31, 2025.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

3 unchanged sentences

Accounts receivable is comprised of the following:

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Trade receivables $ 33 $ 34

4 unchanged sentences

Other current assets

Other current assets is comprised of the following:

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Inventory $ 11 $ 12

6 unchanged sentences

Accrued expenses and other current liabilities consisted of the following:

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Account wagering deposits liability $ 61 $ 68

7 unchanged sentences

Current lease liabilities 8 8

Other 87.6 88.1

Total $ 397 $ 400

3 unchanged sentences

NYRA's interest is treated as redeemable noncontrolling interest and is presented outside of permanent equity on the Company’s Condensed Consolidated Balance Sheets.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

In August 2025, the Company closed on the purchase of 90 % of Casino Salem, a joint venture with SL Salem, LLC and JPF Casino Enterprises, LLC (collectively, the "Casino Salem Minority Interest Holders").

1 unchanged sentence

The Casino Salem Minority Interest Holders' interests are treated as redeemable noncontrolling interest and are not included in the permanent equity on the Company’s Condensed Consolidated Balance Sheets.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

The redeemable noncontrolling interest is initially accounted for at fair value and subsequently adjusted to the greater of the redemption value or the carrying value.

3 unchanged sentences

Balance, December 31, 2025 $ 46

Redeemable noncontrolling interest initial measurement 14.4

Net income attributable to redeemable noncontrolling interest 2.3

Redemption value adjustment 2

Balance, December 31, 2024 19.7

Redeemable noncontrolling interest initial measurement 20.4

Net income attributable to redeemable noncontrolling interests 2.3

Redemption value adjustment 1.8

Balance, September 30, 2025 $ 44.2

Balance, March 31, 2026 $ 48

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates as of September 30, 2025 and December 31, 2024, primarily consisted of interests in Rivers Casino Des Plaines ("Rivers Des Plaines") and Miami Valley Gaming and Racing ("MVG").

Investments in and advances to unconsolidated affiliates as of March 31, 2026 and December 31, 2025 primarily consisted of interests in Rivers Casino Des Plaines ("Rivers Des Plaines") and Miami Valley Gaming and Racing ("MVG").

Rivers Casino Des Plaines

3 unchanged sentences

As a result, we account for Rivers Des Plaines using the equity method.

As of September 30, 2025 , the net aggregate basis difference between the Company’s investment in Rivers Des Plaines and the amounts of the underlying equity in net assets was $ 833.1 million.

Our investment in Rivers Des Plaines was $ 561.0 million and $ 547.1 million as of September 30, 2025 and December 31, 2024, respectively.

The Company received distributions from Rivers Des Plaines of $ 56.7 million and $ 78.8 million for the nine months ended September 30, 2025 and 2024, respectively.

As of March 31, 2026 , the net aggregate basis difference between the Company’s investment in Rivers Des Plaines and the amounts of the underlying equity in net assets was $ 833 million.

Our investment in Rivers Des Plaines was $ 573 million as of March 31, 2026 and December 31, 2025.

The Company received distributions from Rivers Des Plaines of $ 25 million and $ 21 million for the three months ended March 31, 2026 and 2025, respectively.

Miami Valley Gaming and Racing

2 unchanged sentences

Since both the Company and DNC have participating rights over MVG, and both must consent to certain operating, investing, and financing decisions, we account for MVG using the equity method.

Our investment in MVG was $ 113.9 million and $ 114.1 million as of September 30, 2025 and December 31, 2024, respectively.

The Company received distributions from MVG of $ 35.0 million in each of the nine month periods ended September 30, 2025 and 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Our investment in MVG was $ 112 million as of March 31, 2026 and December 31, 2025.

The Company received distributions from MVG of $ 11 million and $ 10 million for the three months ended March 31, 2026 and 2025, respectively.

Summarized Financial Results for our Unconsolidated Affiliates

Summarized below are the financial results for our unconsolidated affiliates.

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

5 unchanged sentences

Net income $ 63 $ 58

(in millions) September 30, 2025 December 31, 2024

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

(in millions) March 31, 2026 December 31, 2025

Current assets $ 108 $ 109

5 unchanged sentences

Long-term debt 777 803

Other liabilities 0.5 1.7

Members' deficit ( 203 ) ( 203 )

8 unchanged sentences

The fair values of the Company's Term Loan B-1, Term Loan A, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

1 unchanged sentence

The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows:

September 30, 2025

March 31, 2026

(in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3

34 unchanged sentences

In the event that a legal proceeding results in a substantial judgment against us, or settlement by us, there can be no assurance that any resulting liability or financial commitment would not have a material adverse impact on our business.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

2 unchanged sentences

The following is a reconciliation of the numerator and denominator of the net income per common share computations:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions, except per share data) 2026 2025

1 unchanged sentence

Net income attributable to Churchill Downs Incorporated $ 83 $ 77

Adjustments related to redeemable noncontrolling interests ( 0.2 ) ( 1.0 ) ( 1.8 ) ( 1.8 )

Adjustments related to redeemable noncontrolling interest 2 1

Net income attributable to common shareholders $ 81 $ 76

Denominator for net income per common share:

Basic 70.3 73.9 71.9 74.0

Plus dilutive effect of stock awards — —

10 unchanged sentences

Our chief operating decision maker utilizes Adjusted EBITDA to evaluate segment performance, develop strategy, and allocate resources.

Adjusted EBITDA includes the following adjustments:

Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to noncontrolling interests.

Adjusted EBITDA excludes, as applicable:

Adjusted EBITDA includes the following adjustments, as applicable in each period:

Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to a noncontrolling interest.

Adjusted EBITDA excludes:

• Transaction expense, net which includes:

8 unchanged sentences

• Other charges, recoveries and expenses

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

6 unchanged sentences

Net revenue by segment is comprised of the following:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

4 unchanged sentences

Net Revenue $ 663 $ 643

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

1 unchanged sentence

Adjusted EBITDA by segment is comprised of the following:

Three Months Ended September 30, 2025

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming

Revenues $ 305.7 $ 127.2 $ 265.5

Pari-mutuel taxes and purses ( 79.8 ) ( 6.0 ) ( 6.4 )

Gaming taxes ( 1.8 ) ( 0.6 ) ( 81.7 )

Marketing and advertising ( 13.5 ) ( 1.4 ) ( 9.2 )

Salaries and benefits ( 36.8 ) ( 8.7 ) ( 41.1 )

Content expense ( 1.7 ) ( 48.5 ) ( 2.3 )

Selling, general and administrative expense ( 10.7 ) ( 3.3 ) ( 10.5 )

Maintenance, insurance and utilities ( 11.9 ) ( 1.0 ) ( 10.3 )

Gaming equipment rental and technology costs ( 13.4 ) ( 0.7 ) ( 4.4 )

Food and beverage costs ( 3.6 ) — ( 4.0 )

Other operating expense ( 19.8 ) ( 11.0 ) ( 16.8 )

Equity in income of unconsolidated affiliates — — 44.5

Other income 3.7 — —

Adjusted EBITDA $ 116.4 $ 46.0 $ 123.3

Three Months Ended September 30, 2024

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming

Revenues $ 252.4 $ 118.7 $ 270.3

Pari-mutuel taxes and purses ( 65.3 ) ( 4.9 ) ( 9.0 )

Gaming taxes ( 1.4 ) ( 0.6 ) ( 78.8 )

Marketing and advertising ( 9.3 ) ( 1.4 ) ( 9.5 )

Salaries and benefits ( 31.1 ) ( 8.0 ) ( 42.7 )

Content expense ( 1.7 ) ( 45.9 ) ( 2.3 )

Selling, general and administrative expense ( 9.4 ) ( 4.2 ) ( 11.9 )

Maintenance, insurance and utilities ( 12.8 ) ( 1.1 ) ( 11.7 )

Gaming equipment rental and technology costs ( 9.9 ) ( 0.9 ) ( 3.9 )

Food and beverage costs ( 2.4 ) — ( 4.3 )

Other operating expense ( 16.2 ) ( 9.2 ) ( 16.9 )

Equity in income of unconsolidated affiliates — — 44.0

Other income 0.1 — —

Adjusted EBITDA $ 93.0 $ 42.5 $ 123.3

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming

10 unchanged sentences

Other operating expense (1)

( 20 ) ( 9 ) ( 17 )

Equity in income of unconsolidated affiliates — — 46

1 unchanged sentence

Adjusted EBITDA $ 113 $ 45 $ 123

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming

10 unchanged sentences

Other operating expense (1)

( 17 ) ( 11 ) ( 17 )

Equity in income of unconsolidated affiliates — — 43

1 unchanged sentence

Adjusted EBITDA $ 102 $ 41 $ 124

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

(1) Other operating expense primarily includes supplies, regulatory licenses and fees, property taxes, and third-party service fees and costs.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Adjusted EBITDA by segment is comprised of the following:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

1 unchanged sentence

Net income and comprehensive income attributable to Churchill Downs Incorporated $ 83 $ 77

Net income attributable to noncontrolling interests 1.1 0.8 2.3 1.7

Net income attributable to noncontrolling interest — —

Net income 83 77

5 unchanged sentences

Other expenses, net 2 —

Asset impairments, net 45.1 3.9 47.5 3.9

Transaction expense, net 1 —

1 unchanged sentence

Interest, depreciation and amortization expense related to equity investments 9 10

Rivers Des Plaines' legal reserves and transaction costs — — — 0.3

Other charges and recoveries, net ( 4 ) —

8 unchanged sentences

Total Adjusted EBITDA $ 257 $ 245

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

The table below presents total asset information for each of our segments:

(in millions) September 30, 2025 December 31, 2024

Total assets:

Live and Historical Racing $ 4,351.1 $ 4,143.3

Wagering Services and Solutions 468.9 460.6

Gaming 1,544.4 1,953.7

Total segment assets 6,364.4 6,557.6

All Other 1,090.4 718.3

Total assets $ 7,454.8 $ 7,275.9

The table below presents total capital expenditures for each of our segments:

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

2 unchanged sentences

Wagering Services and Solutions 5 7

Gaming 24.3 105.4

Total segment capital expenditures 59 79

1 unchanged sentence

Total capital expenditures $ 59 $ 80

Our chief operating decision maker does not review disaggregated assets by segment.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

SUBSEQUENT EVENTS

At its regularly scheduled meeting held on October 21, 2025, the Board of Directors of the Company declared an annual cash dividend on the Company's common stock of $ 0.438 per outstanding share, to be paid on January 6, 2026, to shareholders of record as of the close of business on December 5, 2025, with the aggregate cash dividend to be paid to each shareholder rounded to the nearest whole cent.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

On April 21, 2026 the Company announced that it entered into a definitive agreement to acquire the intellectual property, including all trademarks and associated rights, of the Preakness Stakes and Black-Eyed Susan Stakes (the “Preakness IP Rights”) from 1/ST Maryland LLC, an affiliate of 1/ST Racing, for a purchase price of $ 85 million, subject to customary closing conditions.

The Preakness IP Rights are subject to an Exclusive License Agreement pursuant to which the Company will license to the State of Maryland the intellectual property rights necessary to conduct the running of the Preakness Stakes and Black-Eyed Susan Stakes in exchange for an annual fee.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements